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Strict NDA
"I need a Strict NDA governed by Austrian law for sharing proprietary semiconductor manufacturing technology with a potential joint venture partner, with extra robust provisions for digital information protection and specific requirements for handling technical drawings and process documentation."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, purpose of sharing confidential information, and relationship between the parties
3. Definitions: Detailed definitions including 'Confidential Information', 'Authorized Recipients', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information, including all forms and types of protected information
5. Confidentiality Obligations: Core obligations regarding handling, protection, and non-disclosure of confidential information
6. Security Measures: Specific security protocols and measures required to protect confidential information
7. Permitted Disclosures: Strictly limited circumstances under which confidential information may be disclosed, including to authorized personnel
8. Return or Destruction of Confidential Information: Requirements and procedures for returning or destroying confidential information upon agreement termination
9. Duration and Survival: Term of the agreement and survival of obligations post-termination
10. Breach and Remedies: Consequences of breach, including specific penalties and injunctive relief provisions under Austrian law
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR and Austrian DSG
2. Employee and Contractor Obligations: Needed when the receiving party needs to share information with employees or contractors
3. Intellectual Property Rights: Include when confidential information involves IP rights or when development of new IP is anticipated
4. Audit Rights: Optional provision allowing the disclosing party to audit the receiving party's compliance
5. Insurance Requirements: Include when requiring specific insurance coverage for potential breaches
6. Non-Competition Provisions: Optional restrictions on competitive activities, subject to Austrian competition law limitations
7. Assignment and Succession: Include when transfer of rights or obligations needs to be specifically addressed
8. Force Majeure: Optional clause addressing circumstances preventing compliance with obligations
1. Schedule 1 - Description of Confidential Information: Detailed listing and categorization of specific confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures required for protecting confidential information
4. Schedule 4 - Destruction Procedures: Specific procedures for secure destruction of confidential information
5. Appendix A - Contact Details: Contact information for key personnel responsible for managing confidential information
6. Appendix B - Information Classification Guide: Guidelines for classifying different types of confidential information and required protection levels
Authors
Trade Secrets
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Recipients
Affiliate
Representatives
Security Requirements
Permitted Disclosures
Confidentiality Period
Destruction Requirements
Personal Data
Proprietary Information
Technical Information
Business Information
Intellectual Property Rights
Material Breach
Derivative Materials
Digital Information
Source Code
Documentation
Know-How
Trade Secrets
Business Plans
Financial Information
Customer Data
Research Data
Manufacturing Processes
Prototype
Confidentiality Measures
Security Breach
Unauthorized Access
Permitted Use
Residual Information
Return Period
Secure Storage
Third Party
Restricted Access Area
Confidentiality Notice
Emergency Disclosure
Compelled Disclosure
Working Day
Austrian Business Hours
Effective Date
Termination Date
Survival Period
Definitions
Confidentiality Obligations
Permitted Use
Information Protection
Security Measures
Data Protection
Trade Secrets Protection
Authorized Disclosure
Return of Information
Destruction of Information
Term and Termination
Survival
Remedies
Injunctive Relief
Indemnification
Warranties
Notice Requirements
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Dispute Resolution
Technology
Pharmaceuticals
Manufacturing
Financial Services
Professional Services
Research & Development
Healthcare
Automotive
Aerospace
Chemical Industry
Biotechnology
Industrial Engineering
Software Development
Telecommunications
Energy
Legal
Compliance
Executive Leadership
Research and Development
Information Security
Business Development
Corporate Development
Procurement
Innovation
Product Development
Information Technology
Finance
Operations
Risk Management
Intellectual Property
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Research Director
Chief Technology Officer
Project Manager
Innovation Manager
Chief Financial Officer
Procurement Manager
Compliance Officer
Intellectual Property Manager
Strategic Partnership Director
Head of Operations
Chief Information Security Officer
Product Development Manager
Investment Manager
Corporate Development Director
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